Directors and Officers Questionnaire

DIRECTORS AND OFFICERS QUESTIONNAIRE

This Directors and Officers Questionnaire (the Questionnaire) is made effective as of Date: by and between Company Name: and Respondent Name: .

RECITALS

WHEREAS, the Company requires certain information from its directors and officers to evaluate eligibility for service, to satisfy corporate governance and insurance underwriting requirements, and to comply with applicable laws and contractual obligations; and

WHEREAS, the Respondent has been requested to provide complete and accurate information concerning personal, professional and legal matters that may affect the Respondent's service as a director or officer of the Company; and

WHEREAS, the Company and the Respondent intend that the information supplied in this Questionnaire be relied upon by the Company, its board of directors, outside counsel, and insurers.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. INSTRUCTIONS

1.1 Complete every question fully and accurately. If a question is not applicable, state "N/A." If additional space is required, attach and label supplementary pages and identify the section and question number referenced.

1.2 The Respondent certifies that the Company may rely on the statements made in this Questionnaire for corporate records, insurance applications, regulatory filings, and other governance purposes.

2. PERSONAL INFORMATION

Date of birth:   Country of citizenship:

3. CURRENT POSITIONS

4. EMPLOYMENT AND BUSINESS HISTORY

List all positions held during the last ten (10) years, including employer name, title, dates of service, and reason for departure. Attach additional pages if necessary.

5. BOARD AND COMMITTEE SERVICE

Provide details of any board or committee service in the past five years. Indicate whether such entities are public, private, non-profit or governmental.

6. LEGAL, REGULATORY AND FINANCIAL MATTERS

For each of the matters below, check "Yes" if applicable and provide a full explanation including dates, jurisdictions, parties, and current status.

a) Have you been the subject of any criminal conviction, plea, or deferred prosecution?   Yes   No

b) Have you been a party to any litigation, regulatory proceeding, administrative action, or enforcement investigation that is material to your service?   Yes   No

c) Have you ever filed for bankruptcy or been an officer, director or owner of an entity that filed for bankruptcy?   Yes   No

7. SECURITIES, DISCIPLINARY ACTIONS AND MARKET CONDUCT

a) Have you ever been subject to any disciplinary action by a securities exchange, self-regulatory organization, professional licensing board, or similar body?   Yes   No

b) Have you engaged in any trading or other transactions that may raise a conflict with fiduciary duties to any company you serve?   Yes   No

8. CONFLICTS OF INTEREST; RELATED PARTY TRANSACTIONS

8.1 Do you, or any immediate family member, have any material business or financial relationship with the Company, its affiliates, suppliers, customers or competitors?   Yes   No

8.2 Do you have any family members or close personal relations who are employed by or have material business dealings with the Company?   Yes   No

9. INSURANCE, INDEMNIFICATION, AND ACKNOWLEDGEMENTS

9.1 The Respondent acknowledges that the Company may provide indemnification and directors and officers liability insurance subject to the Company’s governing documents, applicable law, and insurance policy terms. The Respondent agrees to provide additional information reasonably requested to procure or maintain such coverage.

9.2 The Respondent authorizes the Company and its agents to make inquiries and obtain background, credit and public record information necessary to verify the information provided herein.

10. REPRESENTATIONS, WARRANTIES AND CERTIFICATION

10.1 The Respondent represents and warrants that all information provided in this Questionnaire is true, complete and correct to the best of the Respondent’s knowledge and belief as of the date hereof. The Respondent acknowledges that any material misstatement or omission may constitute cause for removal, termination of service, or other action by the Company.

10.2 The Respondent agrees to promptly notify the Company in writing of any change in circumstances or any event that would render any answer provided herein inaccurate or incomplete.

11. NOTICES

Notices given under this Questionnaire shall be in writing and shall be effective upon delivery to the addresses provided above.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Any amendment to this Questionnaire shall be in writing and executed by both parties. No failure or delay in exercising any right shall operate as a waiver thereof.

12.2 This Questionnaire may be executed in counterparts and may be delivered by electronic transmission; each counterpart shall be deemed an original and all counterparts together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law: This Questionnaire shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is organized, without regard to conflict of law principles.

13.2 Entire Agreement: This Questionnaire constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, understandings and agreements concerning the matters addressed herein.

13.3 Severability: If any provision of this Questionnaire is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to effectuate the intent of the parties as reflected herein.

14. MISCELLANEOUS

The Respondent acknowledges receipt of the Company’s code of conduct and any governance materials provided in connection with board or officer duties, and agrees to comply with the same to the extent applicable.

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